A meeting of the Dallas Observer minds found us arriving at a happy--and unusual--consensus: Yes, there's some good stuff playing at the 31st Annual USA Film Festival, but the programming is eclipsed by the people being imported for after-screening Q&As. We're not talking a Cannes-like cavalcade of A-list names. No actor attending USAFF 2001 can "open" a film, as they say in the business; no filmmaker here will be entrusted with a $100 million budget. And that's what tickles us to death--these people are artists, not stars.

Here's a sample from the roster of luminaries confirmed at press time: The Literary Lions (Ismail Merchant and James Ivory); The Art House Ingenue (Uma Thurman); The Eccentric Character Actor (Gary Oldman, receiving this year's Master Screen Artist Tribute on May 2); The Misunderstood Genius (Wim Wenders, who snags the Great Director Tribute on April 29); The Master of a Thousand Comic Voices (Harry Shearer, who's being feted April 30); The Cross-Dressing Clown (Dave Foley); and The Renegade Documentary Maker (Penelope Spheeris). These are the type of creators whose work speaks to cults, not crowds. They bypass the communal thrills of moviegoing to grab you by the lapels, not terribly interested in whether anyone else gets it.

What follows is a random collection of suggestions (and warnings) about USAFF screenings (in chronological order), as well as advance chats with some of the headliners who'll talk with ticketbuyers after their movies are shown. For Robert Wilonsky's interview with Shearer, check out the "Stuff" column on page 15. All in all, this could be a year that you'll wish you'd become a USA Film Festival member; considering the above participants, there should be some damned interesting conversation at the after-event parties.

The 31st Annual USA Film Festival happens April 26-May 3 at Cinemark 17, 11819 Webb Chapel at LBJ. Tickets are $8 per event and $7 for USAFF members at the theater box office. For advance tickets call (214) 631-ARTS. For event information, call (214) 821-FILM or visit the USAFF Web site at www.usafilmfestival.com.

Hyatt Bass, a member of Fort Worth's philanthropist family, was producer-writer-director for this well-crafted family drama that soon gets mired in its own bitterness. Karen Sillas plays an internationally successful sculptor who returns to her rich Texas family after a long absence and discovers everyone is jealous, unsatisfied, controlling or generally bitter. Parents Shirley Knight and Harris Yulin don't understand her art and think she looks down on them; sister Heid Swedberg envies her professional independence and attempts to restart a singing career; brother-in-law William Moses desires Sillas and wants out of Yulin's grasp. Well-acted (Sillas is a knockout as usual) and slickly photographed, 75 Degrees in July starts to turn unintentionally comical the way Woody Allen's Interiors did with its monotonous self-seriousness--every scene ends with an angry, hurt statement like "What did you mean by that?" and "You've never taken me seriously." So much undiluted dissatisfaction drains every drop of sympathy we have for these people. Writer-producer-directorHyatt Bass and actress Shirley Knight are in attendance. (JF)

A House on a HillFriday, April 27, 7 p.m.

Chuck Workman has made a life of sifting through--and, consequently, absorbing--cinema; more images have passed though him than a thousand projectors. For years, he was the man responsible for crafting the montages screened during Oscar ceremonies, and his 1986 film Precious Images contains the most memorable scenes captured on celluloid; one imagines Workman is, in a sense, living cinema. Little wonder, then, that his second feature feels less like a linear narrative than a pastiche of images and sound--fragments of a barely remembered dream, highlights of a life lived and, finally, lost. The life belongs to Harry Mayfield (Magnolia's Philip Baker Hall), an architect yanked out of retirement by a rich, vapid couple who want him to complete a house he began decades ago on a Malibu hilltop. The house, and Harry's family (including his ex-wife, an art dealer played by Shirley Knight), was destroyed by a fire decades ago, and Harry's reluctant to take the job--too many tragedies beneath the ashes, none worth stirring up. But he's vain and driven enough to sign on, even with a documentarian (Laura San Giacomo) on his ass all the time; he wants to be remembered, and the house will stand as testament to his genius. But as it all begins again, so does it collapse: The couple splits, the filmmaker splits, and Harry's left holding the bag of bad memories. Workman lays the film out as Harry would--as a blueprint or model constantly evolving, with bits and pieces always being torn down or reshaped. The size of the images constantly change; sometimes Workman uses only a small bit of the screen, as though he's yanked a photo out of an old album and made it breathe, speak, sigh. Writer-director Chuck Workman and actress Shirley Knight are in attendance. (RW)

The remarkable thing about the films made by Chris Hegedus and her husband D.A. Pennebaker (among them Moon Over Broadway and The War Room) is how quickly you forget you're watching a documentary. Theirs are the very best kind of narratives: real stories about real people saying and doing real (and, sometimes, real stupid) things, and always without voice-over to distract or deflect. In this case, two pals--Kaleil Isaza Tuzman and Tom Herman--attempt to find venture capital for their new Web site, govWorks.com, which will allow users to, among other things, pay traffic tickets online. Hegedus and co-director Jehane Noujaim (a friend of Tuzman's, which didn't hurt when it came to access) construct a thrilling, intimate narrative not just about the world of high-tech biz and v.c. hoop-jumping, but also about the dissolution of a friendship. Tuzman spends the entirety of the film trying to raise millions for their baby; Herman spends the movie trying to get the site running and trying to find his place in the business he helped create. But, of course, soon enough he's out the door--a casualty of the marketplace and, worse, of a partnership built more on self-indulgence and greed than ideology. Director Chris Hegedus is in attendance. (RW)

FollowingSaturday, April 28, 5 p.m.

Bill (Jeremy Theobald)--out of work, lonely and with a vague notion of becoming a writer--develops the habit of following strangers down the streets of London. One of his subjects turns out to be Cobb (Alex Haw), a slick young burglar who, as a result of his professional skills, quickly spots Bill and confronts him. He ends up taking Bill under his wing, showing him how a real invader of privacy works. Seduced by what he learns, Bill goes even further and violates one of Cobb's cardinal rules: Based on photos and belongings, he grows so infatuated with Lucy (Lucy Russell), one of their victims, that he contacts her and insinuates himself into her life. The rest of the plot unfolds as a series of genuine surprises; Memento writer-director Christopher Nolan's little-seen debut packs an amazing number of complications into a film that barely times out at 70 minutes. Nolan tells his story out of chronological order, somewhat in the manner of Kubrick's The Killing. At first, this intercutting makes the story hard to comprehend, but, on second viewing, Following almost seems like a different film--an even more intriguing one. (AK)

Diamond MenSaturday, April 28, 7 p.m.

This is the kind of film Robert Forster starred in before his career was resurrected by Quentin Tarantino and Jackie Brown; it's direct-to-video, by way of Starz! Forster stars as Eddie Miller, a traveling diamond salesman on his way out after a heart attack renders him uninsurable. He stays on the job just long enough to break in the new guy, who he hates from the start: a smart-ass know-it-all named Bobby (Donnie Wahlberg). But the, ahem, ice between them thaws soon enough: Bobby's awed by Eddie's ability to sell to anybody, and Eddie likes the kid's spunk, enough to let him drag his weary ass to a whorehouse, the Altoona Riding Club, for a rubdown and, eventually, a robbery. It's a road movie and a buddy pic, complete with Tess Harper and Jasmine Guy, and given director-writer Dan Cohen's family history in the diamond biz, it's spot-on when it comes to the thrill-seeking of the salesman. But as a movie, it makes for really good television. Director Dan Cohen is in attendance. (RW)

We Sold Our Souls for Rock 'n´ RollSaturday, April 28, 7:15 p.m.

Director Penelope Spheeris goes to OZZFest so you don't have to, and bless her for that. The director of the three Decline of Western Civilization docs, not to mention Wayne's World and The Beverly Hillbillies, turns her camera on Sharon and Ozzy Osbourne's love child and comes back covered in muck; such is to be expected when you swim in a sea of metal and misfits, booze and cooz and big tits, middle fingers and nipple rings, cocks and bullshit, fake music and real blood, and gene-pool castoffs who get fucked up when they can't get fucked at all. Think of this as the sequel to the second Decline film (The Metal Years, starring KISS and Lizzy Borden and Oz himself), only without the profundity and surprise; the biggest revelation comes late in the movie, when Ozzy, fronting the reunited Black Sabbath, is seen reading the lyrics off a TelePrompter, bringing to mind the sad last days of Frank Sinatra. Other than that, We Sold plays a little too much like an industrial film, a label-funded electronic press kit for, oh, Static-X or System of a Down or Deftones or Primus; it's heavy on the heavy rock, light on what goes on once the gobos go off. Shockingly, it's Rob Zombie who offers the best insight when he says, rightly so, that every band on the bill's just doing Sabbath songs--some fast, some slower, but not much different. "Thanks for not suing us," he says to the camera with the knowing look of the con artist who's just pulled a fast one and gotten away with it. The kids'll love it (more nipples than in a nursery); their parents will be appalled (the audience looks like it's made up of teen-agers and the hillbilly family from The Simpsons); and the rest of us will go back, watch Decline I and laugh about the good ol' days of 1981 when John Doe and Exene Cervenka seemed, ah, "dangerous." Screened with Spheeris' short film Banned in the U.S.A. Director Penelope Spheeris in attendance. (RW)

BunnySaturday, April 28, 9 p.m.

Flitting between quiet sadness and poker-faced wryness, writer-director Mia Trachinger's Bunny looks at both the ways in which urbanites settle for intimacy and the plight of a pair of immigrants who've fled their nameless war-torn country to collide with one collective cold American shoulder. Petra Tikalova and Edward Dratver are utterly convincing as the U.S. newcomers who can't find work, until a fellow refugee introduces them to Mr. Morri (Brian Morri), an insincerely friendly corporate trainer who works for a company that places men and women wearing pink bunny suits on random street corners. Children hug them; dogs hump them; couples argue and split up while standing over them, each holding a different ear. As anonymous and generic fuzzy creatures, Tikalova and Dratver are a smash; as dowdy immigrants who look and talk humbly, they're ignored. Ionesco might've loved Bunny, and if you're into a solemnly irreverent film that never violates its own deadpan absurdist goals, you should, too. Writer-director Mia Trachinger is in attendance. (JF)

The Rising PlaceSunday, April 29, 5 p.m.

It's a shame that earnestness is so often accompanied by a heaping helping of schmaltz. And it's especially unfortunate that director Tom Rice's dose of well-meaning Southern charms, The Rising Place, pours the sappiness on thick like molasses on a stack of flapjacks. Over the course of a holiday gathering, schoolteacher Virginia (Frances Fisher) takes her son Emmett (Liam Aiken) to visit her mother (Tess Harper), who lives with and cares for her older sister, Virginia's aunt Millie (Alice Drummon). There, Virginia finds a stack of letters that Millie wrote in her youth in 1940s Mississippi, when she (Laurel Holloman, as the young Emily) was a lovely, if somewhat naive, young lady with nothing but dreams in her eyes. Those dreams slowly dissipate as one hurdle after another befalls Millie--a brief romance with an Air Force pilot leaves her an unmarried woman with a child she has to give up for adoption, her close friendship with a young African-American woman ends tragically, and constant quarrels with her father force the family to exile Millie away from her hometown. Expectedly, Virginia--being of a younger generation who grew up in a proper Southern home that doesn't discuss the untoward foibles of their kin--knew nothing about aunt Millie's life, and as the aged Millie slowly succumbs to old age, the two women bond. The Rising Place has its heart in the right place--though its theme that family members shouldn't shut out older generations because they have so much to offer is a little too Oprah--but it far too often opts for the sentimental over the dramatic, resulting in a move that's a mere trifle. Writer-director-producer Tom Rice is in attendance. (BM)

The Million Dollar HotelSunday, April 29, 9:30 p.m.

"The line between art and garbage is a fine one," says The Art Dealer (Julian Sands), and few know better than director Wim Wenders (Paris, Texas; Buena Vista Social Club), who saw this film pick up the Silver Bear prize at the Berlin Film Festival only to wind up buried in the direct-to-video junkheap. Released in Los Angeles and New York in February, the film--based on a story by U2's Bono, a frequent muse for Wenders, and starring Mel Gibson--was so abhorred by critics Lions Gate figured it best to cut its losses without paying for prints and promotion. It was the distributor's loss...and ours: Million Dollar Hotel is a wondrous piece of filmmaking, a sad, surreal and, most of all, sardonic whodunnit so covered in grime it's indeed possible to miss the joke beneath the muck. Gibson plays Special Agent Detective Skinner, a cop on the prowl for a killer (or, perhaps, not) in a near-future downtown L.A. flophouse, with a neck brace and a playful smirk; he's Sam Spade after a dyspeptic diet of Lethal Weapon sequels. The Million Dollar's a real freak show, populated by, among others, a John Lennon soundalike (Peter Stormare) who fancies himself the real Fifth Beatle; an old lady who thinks "we're all fucked up" (she's Titanic's Gloria Stuart, good for a laugh); and the ghostly Eloise (a washed-out Milla Jovovich), who can't erase the traumas that haunt her photographic memory. Skinner's guide through this landscape is poor Tom Tom (Jeremy Davies, sporting a Flock of Seagulls 'do), who narrates the tales from beyond the grave (we see him in the film's opening moments leaping from the hotel's rooftop); Tom Tom discovers how much he loves life, only after meeting death. Maybe the critics didn't get the movie because it's a put-on with a heart--a parody of pulp made, deep down, of gold. It's slow, yes, but never dull; it's languid, thank God, if only because you shouldn't rush through it. Savor its beautiful shots of ugly things, and be happy you can see it, if but this one time, on the big screen, where it belongs. Director Wim Wenders is in attendance. (RW)

Mutant AliensMonday, April 30, 9 p.m.

There's something seriously wrong with Bill Plympton: On the outside, he's a quiet, thoughtful man prone to fascinating discourses about the solitary, if not downright lonely, art of hand-drawn animation; he even has an Oscar nomination (for his 1987 short film Your Face) for cred's sake. But what the filmmaker turns out are some of the most outrageous, disquieting reels of celluloid you're likely to see, whether they're shorts about the art of kissing (or, more appropriately, about swallowing another person's entire face) or full-length movies about mutant aliens who might, in fact, be the offspring of a lost astronaut and discarded lab animals. Mutant Aliens is, deep down, a criticism of advertising--at all costs, the government's about to launch into space the Adship, which will create a billboard visible from space--and a father-daughter love story, but it's really a showcase for Plympton's twisted takes on sex and violence. The once and future illustrator (there's a Mutant Aliens graphic novel forthcoming) is Tex Avery for the highbrow crowd, a serene, wacked-out visionary with a penchant for gross-out humor (say, oh, the sight of a man humping a spaceship full of animals) and horny hijinks (nipples the size of steering wheels). Think of it as Itchy and Scratchy on a steady diet of Heavy Metal, weed, Everclear and acid. You haven't even scratched the surface. Writer-director Bill Plympton is in attendance. (RW)

El Rey de Rock 'n´ RollMonday, April 30, 9 p.m.

Even though he looks more like Little Richard than Elvis Presley when he takes the stage as El Vez, Robert Lopez might be the only Elvis Presley impersonator who matters. Except, of course, for the fact that he calls himself a translator rather than an impersonator, and his act is more or less a tribute in name only. Much of the time, Marjorie Chodorov's hour-long documentary plays like a lost Behind the Music, though Lopez's life (he started out in L.A. new-wave band The Zeros, which led to a stint as curator for folk art exhibits, which led to El Vez) isn't really controversial enough to warrant that treatment. More often, El Rey de Rock 'n' Roll is trying to be too important, such as when University of Washington professor Michelle Habell-Pallan is explaining the social significance of El Vez's act, calling it "part striptease, part Chicano studies course, part labor history and part history of popular culture." Yes, Lopez is more than just a guy in a silly get-up with a Sharpie mustache, but that might be taking it a bit far. At best, El Rey de Rock 'n' Roll is Mariachi Parking Lot. At worst, it's a serious look at one man's rise from "Mexican't to Mexican." Which is still worth watching. Screened with The Laughing Club of India. Director Marjorie Chodorov and Robert Lopez are in attendance. (ZC)

LonesomeMonday, April 30, 9:15 p.m.

You can tell that Elke Rosthal is fairly new to this country--she moved to New York from Düsseldorf, Germany, in 1991--because she doesn't seem to realize that Lonesome has already been made a few dozen times, and there's probably a version of it playing on Cinemax or Showtime right now. The setup: Disaffected rich girl, who claims she's "going to be the first woman in her family to think for herself," runs away from home. She finds herself out on the road with an older country singer who, of course, doesn't like her at first, but gradually melts under her sullen charm. Rich family assumes the worst and works to remedy the situation--not for her benefit but for their own. Chaos ensues. As irritable runaway Lily Randolph, Aleksa Palladino proves she has more talent than the material she's been given to work with. As cowboy crooner Tom Lawless, John Pyper-Ferguson proves that he does not. Makes you appreciate the subtle charisma Charlie Sheen brought to the same role when he played it (pretty much) in The Chase. Screened with short film Closure. Writer-director Elke Rosthal and writer Sidney Brammer are in attendance. (ZC)

PanicTuesday, May 1, 7 p.m.

Like Wim Wenders' The Million Dollar Hotel, writer-director Henry Bromell's Panic exists in, well, a neitherworld: It's neither comedy nor drama, but one of those in-between concoctions that sticks somewhere between your throat and chest. Panic, which is surely an ironic title, is played for wry, wicked grins until, at the end, you're struck by how overwhelmingly sad it's become; the tears have weight, perhaps because you've been set up all along. At first, Panic plays like Grosse Point Blank (or, for that matter, the inexplicably reviled Gun Shy) as written by David Mamet after a weekend bender of Sopranos episodes: Alex (Mamet regular William H. Macy) is a hitman who wants to stop killing, and he starts seeing a therapist (John Ritter) to help ease his pain and smooth his transition. (He's suffering the ultimate midlife crisis: to kill or not to kill.) Problem is, his mother and father (Barbara Bain and Donald Sutherland) are incapable of letting their boy out of the family business; Alex's dad, a mean old fuck with a heart of lead, trained him to be a killer when he was but a child--it's seen in eerie flashback, the day Alex popped his first squirrel--and worked too hard on building the business to let it collapse now. (It's the logical, exaggerated extension of the oldest family conflict in the book: Just when does the father let the son become a man?) Besides, Alex is the perfect hitman: He's serene to the point of being mundane, nearly catatonic; he feels nothing, except for his 6-year-old son Sammy (David Dorfman), who fills his every moment of screen time by asking question after question about life, death and the nature of the universe. Alex is only alive when in the presence of Sarah (Neve Campbell), whom he meets in the therapist's office; she allows him to bury his middle-aged crazy in her own neurosis, at least until Alex's wife (Tracy Ullman) catches on. Bromell, who used to write for such shows as Homicide and Northern Exposure, gives us yet another criminal with a conscience, yet another hitman with a heart, but Alex is no Tony Soprano; he's willing to pay for what he's done, which makes him almost heroic. No, just tragic. Writer-director Henry Bromell is in attendance. (RW)

Losing ItTuesday, May 1, 7 p.m.

One of the most amusingly frustrating anecdotes about the challenges of modernity butting into contemporary life I ever heard came in an anthropology class when a classmate shared her Orthodox Jewish grandparents' dilemma in their New Jersey township. Seems the street where their synagogue was located had, over the years, turned into a busy thoroughfare, and crossing it made these older folks quite nervous. The city responded by installing a traffic light with a pedestrian crosswalk button. Of course, the city never considered the fact that on the Sabbath her grandparents would not be using such modern conveniences. Facing that sort of poorly informed benevolence is at the heart of director Sharon Greytak's Losing It, a cross-cultural examination of how physically challenged people live day to day. It's a testament to the determination of the wheelchair-bound filmmaker Greytak. She travels to Siberia, Hong Kong, Italy and New York and crafts a powerful document that blends her own experiences in a foreign land--navigating streets and sidewalks in cities that don't have ramps, getting into and out of small hotels that aren't equipped for wheelchairs--with the first-person accounts of the people who have lived there their entire lives. Unfortunately, Losing It unfolds at a glacial pace, and the lugubrious tone is only heightened by an omnipresent, solitary piano soundtrack that makes the New Age ruminations of George Winston look like a jolly ragtime tune from Scott Joplin. But if you can overlook such shortcomings, Greytak's documentary offers a moving portrait into the world of socially defined disabled people told in their own words. Writer-director Sharon Greytak is in attendance. (BM)

You Don´t Know What I GotTuesday, May 1, 9 p.m.

Don't be distraught over the mildly indulgent, anxious setup of director Linda Duvoisin's documentary. What follows it is a surprisingly engaging and probing look into the lives of five robust women who have found a way to balance their creative impulses with their lines of work. Linda Finney and Julie Brunzell both became female police officers in Minneapolis, Minnesota, at a time when women--and in Linda's case, an African-American woman--just didn't do such things. Myrtle Stedman moved to the southwest, where she became the architect-qua-philosopher for which she's best known today; Jimmie Woodruff is a mixed-race, retired housekeeper in Chattanooga, Tennessee, who reflects on her 82 years as a Southern woman who does and doesn't fall on either side of the racial divide. Rounding out the cast is indie-music rebel girl Ani DiFranco, who is so boisterous and bouncy through the entire movie you start to wonder if her music is going to cause you to succumb to a spontaneous seizure. Duvoisin intertwines their stories, interviews and ideas into a tight tapestry that illustrates how much these women share despite their different ethnic backgrounds, ages, professional choices and even spiritual beliefs. You Don't Know What I Got doesn't break any new ground as far as illustrating the sorts of barriers these women have encountered during their lives. Luckily, that also doesn't feel like its objective. It does, however, put a very human face to the feminist and post-feminist rhetoric that can often read too didactic to be pragmatic. Director Linda Duvoisin is in attendance. (BM)

Big EdenWednesday, May 2, 7 p.m.

This Northern Exposure-meets-Queer as Folk debut feature from writer-director Thomas Bezucha goes to great pains to delay its inevitable rosy ending with layer after layer of interpersonal conflict that never really feels too dramatic. Henry Hart (Arye Gross), an up-and-coming NYC painter, has to abscond the imminent opening of his new work and return to the small, Montana town of his youth--the Big Eden of the title--because his grandfather had a stroke. Once there, he starts to remember and relive what it was he loved and hated about the town: its great outdoors and his familial memories, not knowing how to go about telling his grandfather that he's gay despite the fact his grandfather--and everybody else in the town as well--already knows. Funny thing is, the movie never explains why Henry is so reticent--or why the movie itself doesn't have the self-respect to identify Henry as a homosexual other than through coy implication. His dealer makes references to him finding a boyfriend, someday. The manager of the general store in Big Eden--a kind-hearted if terminally shy Native American named Pike (Eric Schweig)--has an obvious crush on him. And a local older woman who feels it is her duty to play matchmaker with the town's younger generations, first invites a gaggle of young women over to meet Henry before deciding a herd of men may be more appropriate in one of Big Eden's far-too-few comic moments. It's frustrating, because Eden tries to balance its drama with splashes of romantic comedy, and neither story line is sufficient to survive on its own, much less entangled in its feel-good message. In an age of writers such as Armistead Maupin, Dennis Cooper and Edmund White, gay stories have become much richer, more dynamic and, most of all, unashamed of their subject matter than what Big Eden wants to offer. As a result, it feels more timid than cute, and by the time Big Eden comes to its uplifting conclusion, you feel like you've watched an after-school special. Writer-director Thomas Bezucha is in attendance. (BM)

The Last HopeWednesday, May 2, 9:15 p.m.

Christopher Hrasky and Kurt Volk hate Star Wars fans. Hate, hate, hate them. Sure, The Last Hope is about the people who waited in line for six weeks outside of Mann's Chinese Theater, in anticipation of the release of Star Wars: The Phantom Menace, but it is not a celebration of these fans or even the film. Even the most ardent Star Wars supporter would start to question the logic of it all after watching The Last Hope, which, with its constant surveillance and, uh, interesting cast, comes off as The Real World for the D&D set. It's combative at times (Hrasky and Volk provoke as much as they observe) and uncomfortable at others; nothing makes a fan feel like a bigger dork than watching another fan explain why these movies are such a big deal. They talk of deeper meanings and higher truths, like college freshmen wading through a comparative religion course. Much of the time, though, The Last Hope is not even about Star Wars. More than anything else, it's a portrait of the ridiculous extremes of fan behavior, with Star Wars as the frame. You get the point about 10 seconds in, repeated often, until the big finish when they say, no, they wouldn't wait in line for six weeks to go to church, but they absolutely would, without question, for Star Wars. "You've made a movie bigger than God," he shouts, stomping away. "You're all going to burn in hell." He probably has a point. Directors Christopher Hrasky and Kurt Volk are in attendance. (ZC)

Pie in the Sky: The Brigid Berlin StoryWednesday, May 2, 9:45 p.m.

Interviews with John Waters, Patricia Hearst and filmmaker Paul Morrissey round out this docuprofile of aging Warholian superstar Brigid Berlin nee Polk. The star of Chelsea Girls and Bad has gone from a plump young heiress obsessed with food to a slim older woman obsessed with food--that is, monitoring every last portion, calorie and meal time of her punishing diet. Like almost any eccentric who toiled in Warhol's Factory, Berlin makes easy if forgettable entertainment--director Shelly Dunn Fremont keeps things sympathetic and unsensationalistic. The best parts of the documentary are long segments of recorded conversations with Warhol in which the prince of pop art is unironically geeky, insecure and even a bit old-fashioned, and the taped tirades of Berlin's socialite mother, who deplored the "pornography and degeneracy" of what The Factory was producing. When Berlin stops to recite some of these rants verbatim in a voice exactly like Mom's, we chillingly understand Brigid's obsession with the parents who abandoned her. Director Shelly Dunn Fremont is in attendance. (JF)

The Golden BowlThursday, May 3, 7 p.m.

As always, this latest Merchant Ivory production is a feast for the eyes, with choice real estate, exquisite interior design and dazzling costumes. Adapted from a Henry James novel, it concerns Charlotte (Uma Thurman), an impoverished American expatriate living in England who encourages her aristocratic but penniless former lover, Prince Amerigo (Jeremy Northern), to marry her wealthy American school friend Maggie (Kate Beckinsale). Charlotte then marries Maggie's widowed father, Adam (Nick Nolte), an American billionaire who has devoted his life to his daughter ever since the death of his beloved wife. In marrying Amerigo, Maggie worries that she is abandoning her father. Rather than siphon attention away from him, she neglects her husband instead. Amerigo and Charlotte are increasingly thrown together, and it isn't difficult to predict what happens next. There is an ambiguity at the heart of The Golden Bowl that should have worked in the story's favor: Whom is the audience supposed to root for? The lack of a concrete villain is one problem. But the absence of a defined (not to be misconstrued as single) perspective from which to view the various machinations is an even greater flaw, leaving the viewer without an emotional connection to any of the personalities. The actors are less than stellar but more than adequate. Nonetheless, the film is worth seeing for the splendid settings--and to see the slinky Thurman decked out in a form-fitting, emerald-green sequined dress. The word "stunning" hardly does her justice. Producer Ismail Merchant, director James Ivory, writer Ruth Prawer Jhabvala and actress Uma Thurman are in attendance. (JO)